Guangdong Dongfang Kunlun law firm
KunLun LAW FIRM
Guangdong Dongfang Kunlun law firm
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Dongjiang Environmental Company Limited(002672) the first extraordinary general meeting of shareholders in 2022
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Lawyer witness legal opinion
Guangdong Dongfang Kunlun law firm
Address: 19th floor, China Mayor building, 189 Tianhe North Road, Guangzhou Post Code: 510620
Tel: 020-87556180 Fax: 020-87551834
Website: www.kunlunlaw.com com.
January 2002
Guangdong Dongfang Kunlun law firm
Legal opinion witnessed by lawyers on Dongjiang Environmental Company Limited(002672) the first extraordinary general meeting of shareholders in 2022
(2022) Yue Kun FA FA Zi No. 6 to: Dongjiang Environmental Company Limited(002672)
Guangdong Dongfang Kunlun law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Dongjiang Environmental Company Limited(002672) (hereinafter referred to as “the company”) to appoint a lawyer (hereinafter referred to as “the firm’s lawyer”) to attend the first extraordinary general meeting of the company in 2022 (hereinafter referred to as “the general meeting of shareholders”) held by the company on January 6, 2022, And in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange Administrative regulations, normative documents and the articles of association witnessed the shareholders’ meeting and issued legal opinions.
In order to issue this legal opinion, our lawyers reviewed the following documents provided by the company: articles of association, announcement on the resolution of the 14th meeting of the seventh board of directors, Dongjiang Environmental Company Limited(002672) , announcement on the resolution of the seventh meeting of the seventh board of supervisors, Dongjiang Environmental Company Limited(002672) notice on convening the first extraordinary general meeting in 2022, shareholders’ qualifications to attend the general meeting Resolutions and records of the general meeting of shareholders, voting votes and summary sheet of the general meeting of shareholders and other documents.
The exchange assumes that the documents provided by the company are true, accurate, complete and valid. We only express legal opinions based on the facts that have occurred or exist before the date of issuance of this legal opinion and our understanding of China’s current laws, regulations and normative documents. The exchange only expresses opinions on the legality and compliance of the convener’s qualification, participants’ qualification, voting procedures and voting results of the general meeting of shareholders, and does not express opinions on the authenticity and accuracy of the contents of the proposal considered by the general meeting of shareholders and the business matters related to the company in the proposal. This legal opinion is only for the purpose of witnessing the legality and compliance of relevant matters of this general meeting of shareholders. Without the written consent of the exchange, no one shall use this legal opinion for any other purpose. The exchange agrees to take this legal opinion as the legal document for the announcement of the general meeting of shareholders and announce it together with other announcement documents of the company.
In accordance with the relevant laws and regulations and the articles of association, the lawyers of the firm reviewed, judged and witnessed the documents and materials related to the shareholders’ meeting provided by the company in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. The witnessed legal opinions are as follows:
1、 Convening and convening procedures of the general meeting of shareholders
On December 13, 2021, the 14th meeting of the seventh board of directors of the company deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 on January 6, 2022. On December 14, 2021, the board of directors of the company issued the notice of Dongjiang Environmental Company Limited(002672) on convening the first extraordinary general meeting of shareholders in 2022 on the designated media.
After verification, the shareholders’ meeting was decided to be held at the 14th meeting of the seventh board of directors in 2021, and the corresponding notice and announcement procedures were performed. The actual time, place and method of the shareholders’ meeting and the proposals considered at the meeting are consistent with the announcement.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of laws, administrative regulations and the articles of association.
2、 Qualifications of personnel attending the general meeting of shareholders and Convener
The general meeting of shareholders is held by combining on-site voting and online voting. The on-site meeting was held at 15:00 p.m. on January 6, 2022 in the conference room on the 11th floor of Dongjiang Environmental Company Limited(002672) building, No. 9, Langshan Road, North District, science and Technology Park, Nanshan District, Shenzhen, Guangdong Province. The shareholders’ meeting conducted online voting according to the notice time and procedures of the meeting. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on January 6, 2022; The specific time for voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on January 6, 2022.
Upon examination, the shareholders attending the on-site meeting of the general meeting of shareholders or their authorized agents are the shareholders of the company registered in China Securities Depository and Clearing Co., Ltd. Shenzhen branch or their authorized agents at the closing of the afternoon of December 31, 2021 (equity registration date). According to the identity certificates and authorization documents of the shareholders or their authorized agents attending the on-site meeting of the general meeting of shareholders, it is confirmed that there are 3 shareholders attending the general meeting of shareholders, representing 208675229 voting shares, accounting for 23.7329% of the total voting shares of the company; A total of 5 shareholders participated in the meeting through online voting, representing 3751851 voting shares, accounting for 0.4267% of the total voting shares of the company. As mentioned above, a total of 8 shareholders attended the general meeting, representing 212427080 voting shares, accounting for 24.1596% of the total voting shares of the company. In addition to the ordinary shareholders holding shares of the company or their agents on the equity registration date, the personnel attending the on-site meeting of the general meeting of shareholders also include some directors, supervisors, senior managers and lawyers of the exchange.
The qualification of H-share shareholders and their proxies attending the company’s general meeting shall be recognized by Hong Kong Central Securities Registration Co., Ltd. The identity of shareholders voting through the online voting system shall be verified by Shenzhen Stock Exchange, the provider of the online voting system. The exchange is unable to verify the qualification of shareholders voting through the online voting system. On the premise that the above H-share shareholders and their proxy qualifications and the qualifications of shareholders participating in online voting comply with laws, administrative regulations and the articles of association, our lawyers believe that the qualifications of personnel attending the general meeting of shareholders are legal and valid.
Our lawyers believe that the convener of this general meeting of shareholders is the 7th board of directors of the company, and the convener’s qualification is legal and valid.
3、 Voting procedures and results of the general meeting of shareholders
It was witnessed that the on-site voting of the general meeting of shareholders adopted the open ballot method to vote on the proposals to be considered in accordance with the voting procedures specified in laws, administrative regulations and the articles of association. The on-site meeting of the shareholders’ meeting did not vote on matters not listed in the meeting notice. The shareholders attending the on-site voting of the general meeting of shareholders or their authorized agents have no objection to the on-site voting results. After review, the on-site voting procedures of the general meeting of shareholders comply with the provisions of relevant laws, administrative regulations and the articles of association, and the voting results are legal and valid.
The final voting result of this shareholders’ meeting is made after the on-site voting result and online voting result are calculated according to the specified statistical method. The company made separate statistics on the small and medium-sized investors (except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company’s shares) participating in the general meeting of shareholders. According to the statistical data of on-site voting results and online voting results provided by the company, our lawyers confirm that the voting results of the shareholders’ meeting are as follows:
(i) The proposal on electing Yu Zhongmin as the executive director of the seventh board of directors was deliberated and adopted.
The total number of valid voting shares of the proposal is 212427080. 212391780 shares were approved, accounting for 99.9834% of the total voting shares attending the meeting; Against 35300 shares, accounting for 0.0166% of the total voting shares attending the meeting; Abstain 0 shares, accounting for 0% of the total voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors are:
11423486 shares were approved, accounting for 99.6919% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 35300 shares, accounting for 0.3081% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
（2） The proposal on electing Yu Fan as a non employee representative supervisor of the seventh board of supervisors was deliberated and adopted. The total number of valid voting shares of the proposal is 212427080. 212376580 shares were approved, accounting for 99.9762% of the total voting shares attending the meeting; 50500 opposition shares, accounting for 0.0238% of the total voting shares attending the meeting; Abstain 0 shares, accounting for 0% of the total voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors are:
11408286 shares were approved, accounting for 99.5593% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 50500 shares opposed, accounting for 0.4407% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s general meeting of shareholders comply with the relevant provisions of laws, administrative regulations and the articles of association, the qualifications of the attendees and conveners of the company’s general meeting of shareholders are legal and valid, and the voting procedures and voting results of the company’s general meeting of shareholders are legal and valid.
This legal opinion is in duplicate, signed by the handling lawyer and sealed by the exchange.
(no text below)
(there is no text on this page, which is the signature page of the legal opinion of Guangdong Dongfang Kunlun law firm on lawyer witness of the first extraordinary general meeting of shareholders in Dongjiang Environmental Company Limited(002672) 2022) handling lawyer:
Xie Zhensheng, ye Shiyi
Person in charge: Gong Lei
Guangdong Dongfang Kunlun law firm
